RECITALS OF FACT definition

RECITALS OF FACT. A. ARC is a publicly held recreational chain and XXXXXX is a developer of real property projects, both of whom desire to cooperate in the development of a parcel of commercial land, located at the corner of Broadway and Grand Avenues, Oakland, Alameda County, California, sometimes called "the Broadway Bowl property". B. The real estate project contemplated is basically the redevelopment of the land now occupied by the old Broadway Bowl Building, the Hertz Rent-a-Car Downtown Agency and possibly the two adjacent parcels under third party ownership, into an office building complex together with parking and related facilities. C. ARC and XXXXXX have agreed to joint venture the project. The purpose of this Agreement is to establish a general partnership for the limited purpose of the proposed joint venture. For convenience of terminology, the legal entity utilized will be a general partnership and the parties are referred to using that terminology. D. ARC and XXXXXX have already contributed cash and services as described below, as a preliminary to formation of this entity.
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Related to RECITALS OF FACT

  • material fact has the meaning ascribed thereto in the Securities Act;

  • Recitals Dissenting Shares"........................................ Section 2.2(g) "D&O Insurance"............................................ Section 5.10(c) "Effective Time"........................................... Section 1.2 "Embedded Shares".......................................... Section 3.2 "ERISA".................................................... Section 3.10(a) "ERISA Plan"............................................... Section 3.10(a) "Excess Shares"............................................ Section 2.2(e)(ii) "Exchange Act"............................................. Section 3.4(b) "Exchange Agent"........................................... Section 2.2(a) "Exchange Fund"............................................ Section 2.2(a) "Exchange Ratio"........................................... Section 2.1(c) "GAAP"..................................................... Section 3.6(b) "Governmental Entity"...................................... Section 3.4(b) "Information Statement".................................... Section 5.4 "Merger"................................................... Recitals "Merger Consideration"..................................... Section 2.1(c) "Multiemployer Plan"....................................... Section 3.10(a) -iv-

  • Documents Incorporated by Reference means all interim and annual financial statements, management’s discussion and analysis, business acquisition reports, management information circulars, annual information forms, material change reports, Marketing Documents and other documents that are or are required by Applicable Securities Laws to be incorporated by reference into the Offering Documents, as applicable;

  • Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933. 2.

  • Exhibits means the several exhibits referred to and identified in this Agreement.

  • Appendix A means Appendix A to this Agreement, which is hereby incorporated herein and made a part hereof. Appendix A describes the performance factor and goals with respect to the Internal Performance Units.

  • Material Facts shall have the meaning set forth in Section 2.3.6(a).

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • WITNESS/ATTEST LANDLORD: CONSTELLATION REAL ESTATE, INC., Agent for Owner /s/ BY: /s/ J. Xxxxxxx Xxxxx (SEAL) ----------------------------------- ----------------------------- J. Xxxxxxx Xxxxx, Senior Vice President WITNESS/ATTEST: TENANT: X.X. XXX XXXX & ASSOCIATES, INC. /s/ BY: /s/ J. Xxxx X. Xxx Xxxx (SEAL) ----------------------------------- ----------------------------- Name: J. XXXX X. XXX XXXX -------------------------------- Title: President ------------------------------- STATE OF MARYLAND, COUNTY OF [ILLEGIBLE], to wit: I HEREBY CERTIFY, that on this 30th day of December, 1996, before me, the subscriber, a Notary Public of the State of Maryland, personally appeared J. XXXXXXX XXXXX known to me or satisfactorily proven to be the Senior Vice President of CONSTELLATION REAL ESTATE, INC., a Maryland corporation, Agent for Owner, and acknowledged that he executed the foregoing instrument for the purposes therein contained by signing the name of the Corporation by himself as such Senior Vice President. WITNESS my hand and Notarial Seal. /s/ ------------------------------------- Notary Public My Commission Expires: 0-0-00 XXXXX XX XXXXXXXX, XXXXXX XX Xxxxxxxxx, to wit: I HEREBY CERTIFY, that on this 16th day of December, 1996, before me, the subscriber, a Notary Public of the State of Maryland, personally appeared J. Xxxx X. Xxx Xxxx, known to me or satisfactorily proven to be the President of X. X. XXX XXXX & ASSOCIATES, INC., a Maryland corporation, and acknowledged that he/she executed the foregoing instrument for the purposes therein contained by signing the name of the Corporation by himself/herself as President. WITNESS my hand and Notarial Seal. /s/ ------------------------------------- Notary Public My Commission Expires: 10/1/99 SECOND AMENDMENT AND EXTENSION TO AGREEMENT OF LEASE THIS SECOND AMENDMENT AND EXTENSION TO AGREEMENT OF LEASE (this "Amendment"), made this 8th day of May, 2001, by and between NBP 000-000-000, LLC ("Landlord"), and GETRONICS GOVERNMENT SOLUTIONS, L.L.C., formerly known as Wang Government Services, Inc. ("Tenant").

  • Recital a "Schedule” and a “paragraph / clause" shall be construed as a reference to an Article, a Recital, a Schedule and a paragraph/clause respectively of this Agreement;

  • Defined Terms As used herein:

  • Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.

  • Annexes “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. As used in this Agreement, the meaning of the term “material” or the phrase “in all material respects” is intended to refer to an act, omission, violation or condition which reflects or could reasonably be expected to result in a Material Adverse Effect. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to times of day shall be references to daylight or standard time, as applicable.

  • Attorney-in-Fact means an agent under a power of attorney pursuant to chapter 633B or an attorney in fact under a durable power of attorney for health care pursuant to chapter 144B.

  • Description of Notes means the “Description of the Notes” section of the Final Offering Memorandum.

  • Amendment to Allege Use or similar filing with respect thereto, by the United States Patent and Trademark Office, only to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein may impair the validity or enforceability of such intent-to-use (or similar) Trademark application under applicable federal Law,

  • and Gentlemen We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 3368 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler XXX, xounsex xxx the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof. Based upon the foregoing, we are of the opinion that the Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2). We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-178965) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein. Very truly yours, CARTER LEDYARD & MXXXXXX XXX

  • Amendment No. 4 means that certain Amendment No. 4 to Credit Agreement, dated as of June 3, 2021, by and among the Borrower, the Administrative Agent and the Lenders party thereto.

  • Amendment No. 5 means Amendment No. 5 to Credit Agreement dated as of March 11, 2019, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto.

  • Preamble legal defeasance option"..................................................... 8.01(b) "Notice of Default"........................................................... 6.01 "Offer Period"................................................................ 4.06(d) "Original Securities"......................................................... Preamble "Paying Agent"................................................................ 2.04 "protected purchaser"......................................................... 2.08 "Refinancing Indebtedness".................................................... 4.03(b) "Refunding Capital Stock"..................................................... 4.04 "Registration Agreement"...................................................... Appendix A "Registered Exchange Offer"................................................... Appendix A "Registrar"................................................................... 2.04 "Restricted Payment".......................................................... 4.04(a) "Retired Capital Stock"....................................................... 4.04(b) "Securities Custodian"........................................................ Appendix A "Shelf Registration Statement"................................................ Appendix A "Special Redemption".......................................................... 3.07(b) "Special Redemption Date"..................................................... 3.07(b) "Special Redemption Price".................................................... 3.07(b) "Successor Company"........................................................... 5.01(a) "Successor Guarantor"......................................................... 5.01(b)(i) "TRW Automotive Luxembourg"................................................... 4.11(d)

  • Amendment No. 6 means Amendment No. 6 to this Agreement dated as of August 24, 2021, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Extending Revolving Credit Lenders party thereto, the Third Incremental Term Lenders and the Administrative Agent.